Board Decisions

GF/B11/DP09

Approved by the Board on: 29 September 2005

Additional Donor Seat

The Board approves, with immediate effect, the following amendments to the Bylaws and Board Operating Procedures that add a constituency represented by a donor (or donors) as a voting member of the Board:

Article 7.1 of the Bylaws is amended as follows:

7.1 Composition

The Foundation Board shall consist of nineteen twenty voting members and four nonvoting members. Each voting member shall have one vote.

Voting members of the Foundation Board shall consist of:

• Seven representatives from developing countries, one representative based on each of the six World Health Organization ("WHO") regions and one additional representative from Africa.
• Seven Eight representatives from donors.
• Five representatives from civil society and the private sector (one representative of a non-governmental organization ("NGO") from a developing country, one representative of an NGO from a developed country, one representative of the private sector, one representative of a private foundation, and one representative of an NGO who is a person living with HIV/AIDS or from a community living with tuberculosis or malaria).

The four ex-officio nonvoting members of the Foundation Board shall consist of:

• One representative from the WHO;
• One representative from the Joint United Nations Programme on HIV/AIDS ("UNAIDS");
• One representative from the trustee; and
• One Swiss citizen with his or her domicile in Switzerland authorized to act on behalf of the Foundation to the extent required by Swiss law.

Members of the Foundation Board ("Board Members") may each appoint one Alternate Member to serve in their stead, under policies and procedures determined by the Foundation Board.

The third paragraph of Article 7.6 of the Bylaws is amended as follows

7.6 Operations

The Foundation Board shall use best efforts to make all decisions by consensus. If all practical efforts by the Foundation Board and the Chair have not led to consensus, any member of the Foundation Board with voting privileges may call for a vote. In order to pass, motions require a two-thirds majority of those present of both: a) the group encompassing the seveneight donor seats and the two private sector seats and b) the group encompassing the seven developing country seats, the two non-governmental organization seats, and the representative of an NGO who is a person living with HIV/AIDS or from a community living with tuberculosis or malaria.

The first paragraph of Article 10 of the Board Operating Procedures is amended as follows:

10. Decision-making

The Board shall use best efforts to reach all decisions by consensus. If all practical efforts by the Board and the Chair have not led to consensus, any member of the Board with voting privileges may call for a vote. In order to pass, motions require a two-thirds majority of those present of both: a) the group encompassing the Seven Eight donor seats and the 2 private sector seats and b) the group encompassing the 7 developing country seats, the 2 non­ governmental organization seats, and the representative of an NGO who is a person living with HIV/AIDS or from a community living with tuberculosis or malaria.

The Board notes that the donor constituencies have decided to allocate the additional donor constituency at this time to the United Kingdom of Great Britain and Northern Ireland, and Australia.